MASTER PLAN AND AGREEMENT OF DISTRIBUTION
PURSUANT TO RULE 12b-1
(INVESTOR CLASS SHARES)
THIS AGREEMENT made as of the 1st day of June, 2000, by and between each
registered investment company referenced in Schedule A, each a Maryland
corporation (each individually referred to as "Company"), with respect to the
Investor Class shares ("Investor Class Shares") of the common stock of the
Company allocated to each series set forth on Schedule A to this Agreement (the
"Funds") (each series referred to herein individually as a "Fund," or
collectively, the "Funds"), and INVESCO DISTRIBUTORS, INC., a Delaware
corporation ("INVESCO").
WHEREAS, the Company engages in business as an open-end management
investment company, and is registered as such under the Investment Company Act
of 1940, as amended (the "Act"); and
WHEREAS, the Company desires to finance the distribution of its Investor
class shares in accordance with this Plan and Agreement of Distribution pursuant
to Rule 12b-1 under the Act (the "Plan and Agreement"); and
WHEREAS, INVESCO desires to be retained to perform services in accordance
with such Plan and Agreement and on said terms and conditions; and
WHEREAS, this Plan and Agreement has been approved by a vote of the board
of directors of the Company, including a majority of the directors who are not
interested persons of the Company, as defined in the Act, and who have no direct
or indirect financial interest in the operation of this Plan and Agreement (the
"Disinterested Directors") cast in person at a meeting called for the purpose of
voting on this Plan and Agreement;
NOW, THEREFORE, the Company hereby adopts the Plan set forth herein and
the Company and INVESCO hereby enter into this Agreement pursuant to the Plan in
accordance with the requirements of Rule 12b-1 under the Act, and provide and
agree as follows:
1. The Plan is defined as those provisions of this document by which the
Company adopts a Plan pursuant to Rule 12b-1 under the Act and
authorizes payments as described herein. The Agreement is defined as
those provisions of this document by which the Company retains INVESCO
to provide distribution services for Investor Class Shares beyond
those required by the Underwriting Agreement between the parties, as
are described herein. The Company may retain the Plan notwithstanding
termination of the Agreement. Termination of the Plan will
automatically terminate the Agreement. The Company is hereby
authorized to utilize certain assets of the Company to finance certain
activities in connection with distribution of the Company's Investor
Class Shares.
2. Subject to the supervision of the board of directors, the Company
hereby retains INVESCO to promote the distribution of the Investor
Class Shares of the Company by providing services and engaging in
activities beyond those specifically required by the Distribution
Agreement between the Company and INVESCO and to provide related
services. The activities and services to be provided by INVESCO
hereunder shall include one or more of the following: (a) the payment
of compensation (including trail commissions and incentive
compensation) to securities dealers, financial institutions and other
organizations, which may include INVESCO-affiliated companies, that
render distribution and administrative services in connection with the
distribution of
the Company's Investor Class Shares; (b) the printing and distribution
of reports and prospectuses for the use of potential investors in the
Company; (c) the preparing and distributing of sales literature; (d)
the providing of advertising and engaging in other promotional
activities, including direct mail solicitation, and television, radio,
newspaper and other media advertisements; and (e) the providing of
such other services and activities as may from time to time be agreed
upon by the Company. Such reports and prospectuses, sales literature,
advertising and promotional activities and other services and
activities may be prepared and/or conducted either by INVESCO's own
staff, the staff of INVESCO-affiliated companies, or third parties.
3. INVESCO hereby undertakes to use its best efforts to promote sales of
Investor Class Shares of the Company by engaging in those activities
specified in Paragraph 2 above as may be necessary and as it from time
to time believes will best further sales of such Shares.
4. The Company is hereby authorized to expend, out of its assets, on a
monthly basis, and shall pay INVESCO to such extent, to enable INVESCO
at its discretion to engage over a rolling twelve-month period (or the
rolling twenty-four month period specified below) in the activities
and provide the services specified in Paragraph 2 above, an amount
computed at an annual rate of 0.25 of 1% of the average daily net
assets attributable to the Investor Class Shares of the Company during
the month. INVESCO shall not be entitled hereunder to payment for
overhead expenses (overhead expenses defined as customary overhead NOT
including the costs of INVESCO's personnel whose PRIMARY
responsibilities involve marketing of the INVESCO Funds). Payments by
the Company hereunder, for any month, may be used to compensate
INVESCO for: (a) activities engaged in and services provided by
INVESCO during the rolling twelve-month period in which that month
falls, or (b) to the extent permitted by applicable law, for any month
during the first twenty-four months following the Company's
commencement of operations, activities engaged in and services
provided by INVESCO during the rolling twenty-four month period in
which that month falls, and any obligations incurred by INVESCO in
excess of the limitation described above shall not be paid for out of
Company assets. The Company shall not be authorized to expend, for any
month, a greater percentage of its assets to pay INVESCO for
activities engaged in and services provided by INVESCO during the
rolling twenty-four month period referred to above than it would
otherwise be authorized to expend out of its assets to pay INVESCO for
activities engaged in and services provided by INVESCO during the
rolling twelve-month period referred to above. However, INVESCO
Combination Stock & Bond Funds, Inc., INVESCO Bond Funds, Inc., and
INVESCO Stock Funds, Inc., are not authorized to expend, for any
month, a greater percentage of their assets to pay INVESCO for
activities engaged in and services provided by INVESCO pursuant to the
Plan and Agreement than they would otherwise have been authorized to
expend out of their assets to reimburse INVESCO for expenditures
incurred by INVESCO pursuant to the Plan and Agreement as it existed
prior to February 5, 1997. No payments will be made by a Company
hereunder after the date of termination of the Plan and Agreement.
5. To the extent that obligations incurred by INVESCO out of its own
resources to finance any activity primarily intended to result in the
sale of Investor Class Shares of the Company, pursuant to this Plan
and Agreement or otherwise, may be deemed to constitute the indirect
use of Company assets, such indirect use of Company assets is hereby
authorized in addition to, and not in lieu of, any other payments
authorized under this Plan and Agreement.
6. The Treasurer of INVESCO shall provide to the board of directors of
the Company, at least quarterly, a written report of all moneys spent
by INVESCO on the activities and services specified in Paragraph 2
above pursuant to the Plan and Agreement. Each such report shall
itemize the activities engaged in and services provided by INVESCO to
a Company as authorized by the penultimate sentence of Paragraph 4
above. Upon request, but no less frequently than annually, INVESCO
shall provide to the board of directors of the Company such
information as may reasonably be required for it to review the
continuing appropriateness of the Plan and Agreement.
7. This Plan and Agreement shall become effective immediately, since the
predecessor Plans and Agreements for each Company and/or series
thereof had already been approved by a vote of a majority of the
outstanding voting securities, as defined in the Act, of the Investor
Class Shares of each Company, and shall continue in effect until May
30, 2001, unless terminated as provided below. Thereafter, the Plan
and Agreement shall continue in effect from year to year, provided
that the continuance of each is approved at least annually by a vote
of the board of directors of the Company, including a majority of the
Disinterested Directors, cast in person at a meeting called for the
purpose of voting on such continuance. The Plan may be terminated at
any time with respect to a Company and/or any one or more series
thereof, without penalty, by the vote of a majority of the
Disinterested Directors or by the vote of a majority of the
outstanding voting securities of the Investor Class Shares of the
Company or any series, as applicable. INVESCO, or the Company, by vote
of a majority of the Disinterested Directors or of the holders of a
majority of the outstanding voting securities of the Investor Class
Shares of the Company or series, as applicable, may terminate the
Agreement under this Plan, without penalty, upon thirty (30) days'
written notice to the other party. In the event that neither INVESCO
nor any affiliate of INVESCO serves the Company as investment adviser,
the agreement with INVESCO pursuant to this Plan shall terminate at
such time. The board of directors may determine to approve a
continuance of the Plan, but not a continuance of the Agreement,
hereunder.
8. So long as the Plan remains in effect, the selection and nomination of
persons to serve as directors of the Company who are not "interested
persons" of the Company shall be committed to the discretion of the
directors then in office who are not "interested persons" of the
Company. However, nothing contained herein shall prevent the
participation of other persons in the selection and nomination
process, provided that a final decision on any such selection or
nomination is within the discretion of, and approved by, a majority of
the directors of the Company then in office who are not "interested
persons" of the Company.
9. This Plan may not be amended to increase the amount to be spent by the
Company hereunder without approval of a majority of the outstanding
voting securities of the Investor Class Shares of the Company or
series, as applicable. All material amendments to the Plan and to the
Agreement must be approved by the vote of the board of directors of
the Company, including a majority of the Disinterested Directors, cast
in person at a meeting called for the purpose of voting on such
amendment.
10. To the extent that this Plan and Agreement constitutes a Plan of
Distribution adopted pursuant to Rule 12b-1 under the Act it shall
remain in effect as such, so as to authorize the use by the Company of
its assets in the amounts and for the purposes set forth herein,
notwithstanding the occurrence of an "assignment," as defined by the
Act and the rules thereunder. To the extent it constitutes an
agreement with INVESCO pursuant to a plan, it shall terminate
automatically in the event of such "assignment." Upon a termination of
the agreement with INVESCO, the Company may continue to make payments
pursuant to the Plan only upon the approval of a new agreement under
this Plan and Agreement, which may or may not be with INVESCO, or the
adoption of other arrangements regarding the use of the amounts
authorized to be paid by the a Company and its series hereunder, by
the Company's board of directors in accordance with the procedures set
forth in Paragraph 7 above.
11. The Company shall preserve copies of this Plan and Agreement and all
reports made pursuant to Paragraph 6 hereof, together with minutes of
all board of directors meetings at which the adoption, amendment or
continuance of the Plan were considered (describing the factors
considered and the basis for decision), for a period of not less than
six (6) years from the date of this Plan and Agreement, or any such
reports or minutes, as the case may be, the first two years in an
easily accessible place.
12. This Plan and Agreement shall be construed in accordance with the laws
of the State of Colorado and applicable provisions of the Act. To the
extent the applicable laws of the State of Colorado, or any provisions
herein, conflict with the applicable provisions of the Act, the latter
shall control.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Plan and Agreement on the day above first above written.
INVESCO BOND FUNDS, INC.
INVESCO COMBINATION STOCK & BOND FUNDS, INC.
INVESCO INTERNATIONAL FUNDS, INC.
INVESCO SECTOR FUNDS, INC.
INVESCO STOCK FUNDS, INC.
By: /s/ Xxxx X. Xxxxxxxxxx
--------------------------
Xxxx X. Xxxxxxxxxx, President
ATTEST:
/s/ Xxxx X. Xxxxx
-----------------
Xxxx X. Xxxxx, Secretary
INVESCO DISTRIBUTORS, INC.
By: /s/ Xxxxxx X. Xxxxxx
------------------------
Xxxxxx X. Xxxxxx, Senior Vice President
ATTEST:
/s/ Xxxx X. Xxxxx
-----------------
Xxxx X. Xxxxx, Secretary
SCHEDULE A
TO
MASTER PLAN AND AGREEMENT OF DISTRIBUTION PURSUANT TO RULE 12B-1
(INVESTOR CLASS)
REGISTERED INVESTMENT COMPANY FUNDS
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INVESCO Bond Funds, Inc. High Yield Fund
Select Income Fund
Tax-Free Bond Fund
U.S. Government Securities Fund
INVESCO Combination Stock & Bond Funds, Inc. Balanced Fund
Equity Income Fund(3)
Total Return Fund
INVESCO International Funds, Inc. European Fund
International Blue Chip Value Fund
Latin American Growth Fund(1)
Pacific Basin Fund(1)
INVESCO Sector Funds, Inc. Energy Fund
Financial Services Fund
Gold Fund
Health Sciences Fund
Leisure Fund
Real Estate Opportunity Fund
Technology Fund
Telecommunications Fund
Utilities Fund
INVESCO Stock Funds, Inc. Blue Chip Growth Fund(2)
Dynamics Fund
Growth & Income Fund
Endeavor Fund
Small Company Growth Fund
S&P 500 Index Fund
Value Equity Fund
(1) Liquidated pursuant to a shareholder vote on November 28, 2000.
(2) On October 19, 2001 the name of the Blue Chip Growth Fund was changed to
Growth Fund. Therefore, all references to the Blue Chip Growth Fund should
be changed to Growth Fund.
(3) On March 29, 2002 the name of the Equity Income Fund was changed to Core
Equity Fund. Therefore, all references to the Equity Income Fund should be
changed to Core Equity Fund.